Terms and Conditions Terms and Conditions 1. This agreement is between [urlparam param="fullname" /], [urlparam param="companyname" /] (Client) and INCREASE YOUR PROFITS (IYP). 2. IYP agrees to perform the detailed campaign services purchased by the Client. 3. Client work will only be scheduled once payment and signed contracts are received. Client is responsible for submission of all initial data and content to IYP within 7 days of signing agreement. Likewise, Client will submit any additional content requested by the IYP and/or final proofing and editing to IYP within 3 days of a request by IYP. 4. Client agrees to submit all data, information or content and feedback or approvals to IYP in the format specified within 48 business hours of request. Examples of items: a. Company details, photos, graphics, and any existing third party website plug-ins. b. Logos, artwork, and other photo or video media that you would like us to use in your branding. c. Complete a 60 minute initial consultation in order for us to gather your company details, keywords selection and other media. d. Make it a priority to approve and follow up with issues or tasks for the services being provided by IYP. e. Make available time each month for 30 minute review of service performance and work reports. f. Client will designate a project manager(s) for IYP to interface with for set up of services and any changes Client may need to services. Client agrees that for any delay in response to IYP’s request will delay the project at least that amount of time it took to respond. Furthermore, if there is no response from client after 2 months the project will considered to be completed in full. 5. All set-up or monthly fees will be processed upon receipt of payment. All other billing for monthly services will be billed automatically 30 days from the date of purchase on the form of payment originally used. Late payment will cause all services suspended until paid, but such suspension shall in no way relieve Client of its obligation for payment hereunder. Any payment not made within 7 days of due date will be subject to a service charge of $50. IYP will notify Client if the automatic monthly payment did not process and provide Client a reasonable amount of time to arrange payment before suspending service. 6. This provision allocates the risks under this Agreement between IYP and Client. There have been no promises or agreements in the contracted work that will result in any sales, profits, or revenue for the Client. The contracted work and training is strictly for helping the Client to develop an online presence and not to facilitate sales of their products and services. NEITHER PARTY TO THIS AGREEMENT SHALL BE LIABLE FOR THE OTHER'S LOST PROFITS, OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES. 7. IYP will be responsible for all expenses required for the performance of the contractual services, except for the following, which will be paid for by Client: Any additional services or change orders which are elected by the Client, such as: additional programming, additional website development, consulting, etc. IYP will submit a budget and expense to be approved by the Client and the Client must approve the terms. IYP must receive payment before the additional services are started. 8. The term of this agreement is for [urlparam param="duration" /] months. This agreement shall automatically renew for the same period of time unless IYP is notified, to the contrary, by email or other written communication, no less than 30 days in advance of the expiration of the then current term. Client acknowledges that the charges for the services provided hereunder are based on a substantial investment by IYP and a monthly/yearly discounted rate and that monthly/yearly cost must be paid in full in the event of any cancellation prior to the full [urlparam param="duration" /] month term if applicable. If IYP fails to resolve any written complaint to acceptable industry standards within 60 days, Client may terminate this agreement. If the Client chooses to terminate this agreement, it is still required to pay the initial [urlparam param="duration" /] month total dollar commitment per this agreement. IYP may terminate this contract at any time for Client’s failure to make timely payment, or if Client’s credit is or has become, in the reasonable opinion of IYP impaired. All provisions, representations and warranties must be expressed herein to be valid. IYP reserves the rights to proprietary programming, links, phone numbers or any other methods and reserves the right to remove these from the client’s website upon termination of this contract. Upon termination of contract, IYP shall have the right to remove proprietary reputation software from website. All standard features will remain on site if client has fulfilled minimum [urlparam param="duration" /] month financial commitment of contract. 9. IYP shall retain all copyrights, patents, trade secrets, and other intellectual property rights to the strategies that have been used for the Client. These intellectual properties are not to be shared with any parties that are not a part of this contract. IYP will maintain ownership of IYP’s resources used. Example: Sites and resources solely hosted by IYP and IYP optimized websites, tracking systems etc. 10. Client shall obtain all necessary copyright permissions and privacy releases for materials included in the content that is given to the IYP. Client shall indemnify IYP against all claims and expenses, including reasonable attorney fees, due to Clients failure to obtain such permissions or releases. Client gives full permission to use all content provided to IYP under the terms of this agreement, including photos, videos, and all other content provided to IYP. 11. The parties intend IYP to be an independent contractor in the performance of the services. IYP and Client agree to the following rights consistent with an independent contractor relationship. IYP will have the right to control and determine the methods and means of performing the contractual services. IYP has the right to perform services for others during term of this Agreement. IYP has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement. Client shall not require IYP or IYP's employees or subcontractors to devote full time to performing the services required by this Agreement. 12. In the event of a dispute arising from this contract or the performance by either party of its obligations under the contract the parties agree to waive their right to file an action in court and waive their right to a jury trial. Instead, the parties agree to submit all such disputes in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by binding arbitration before and under the rules of the American Arbitration Association in the county of San Diego. The arbitrator shall apply California substantive and procedural law in rendering a decision. The arbitrator shall award all costs and reasonable attorney’s fees to the prevailing party in the arbitration. Client agrees to submit to the jurisdiction of the Superior Court of the State of California for purposes of enforcement of the Arbitrators Award and enforcement of any judgment arising there from. 13. This Agreement does not create a partnership relationship. Neither party has authority to enter into contracts on the other's behalf. This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This agreement binds and benefits the heirs, successors and assignees of the parties. 14. All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered in person, by certified mail or overnight courier. 15. For the purposes of jurisdiction and venue, this agreement is entered into in San Diego County, California. Each party warrants and represents that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. In no event, shall IYP be held liable for any damages related to lost profits, business interruption, or any other consequential or indirect damages. In the event any provision of this agreement is deemed unenforceable, the provision shall be reworked to be enforceable and the balance of the agreement will remain in force. This agreement is intended by the parties to be the full and final agreement between the parties. This agreement supersedes and voids any and all prior agreements between the parties, oral or in writing as to the subject matter of this agreement. This agreement may only be amended in writing signed by both parties herein. 16. This agreement may be modified only by a writing signed by the party against whom such modification is sought to be enforced. 17. If one party waives any term or provision of this agreement at any time, that waiver will be effective only for the specific instance and specific purpose for which the waiver was given. If either party fails to exercise or delays exercising any of its rights or remedies under this agreement, that party retains the right to enforce that term or provision at a later time. 18. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable. I, as authorizing agent for Client, acknowledge the foregoing terms and conditions of this agreement and personally guarantee payment of all sums due hereunder including costs of collections and attorney fees and costs. Client Signature* Δ